Royal National Institute of Blind People
Standard Conditions of Contract For The Supply Of
Goods And Services
1.
Definitions
1.1 “Contract” means the agreement between RNIB and the Supplier comprising
this Purchase Order, these Standard Conditions and any Specification, and for
the avoidance of doubt all other terms, conditions or warranties other than any
terms, conditions or warranties implied by law in favour of RNIB are excluded from
the agreement between RNIB and the Supplier unless expressly accepted in
writing by RNIB.
1.2 “Purchase Order” means RNIB’s Purchase Order having these Standard
Conditions on its reverse or attached to it or referring to these Standard
Conditions on its face.
1.3 “RNIB” means the Royal National Institute of Blind People and its designated
agents and associated companies.
1.4 “Specification” means any document supplied by RNIB setting out details of
RNIB’s requirements and describing itself as such.
1.5 “Supplier” means the person, firm or company to whom this Purchase Order is
addressed.
1.6 “The Goods” means any such goods as are to be supplied by the Supplier as
detailed in this Contract.
1.7 “The Services” means any such services as to be provided by the Supplier, as
detailed in this Contract.
2.
The Contract
2.1 This Contract governs the agreement between RNIB and the Supplier. No
other terms, conditions, provisions or statements including any terms and
conditions of the Supplier whether introduced or made prior to or subsequent to
this Purchase Order shall have any relevance to this Contract unless expressly
agreed in writing and signed by an authorised representative of RNIB. The
delivery of Goods or supply of Services in response to this Purchase Order shall
supporting blind and partially sighted people
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imply that the Supplier shall have accepted this Contract. In execution of this
Contract the Supplier shall be acting as principal and not as agent to RNIB.
3.
Variations
3.1 RNIB shall have the right before delivery of Goods or commencement of
Services to issue The Supplier with written notification of variation of this Contract.
Any such variation shall take precedence over the Contract Purchase Order, and
delivery of Goods or commencement of Services by the Supplier shall be taken to
imply acceptance of any applicable variation.
3.2 If the Supplier is unable to accept a variation to the Contract the Supplier shall
immediately notify RNIB in writing and this Contract shall be deemed cancelled
under the provisions of Clause 16.
4.
The Price
4.1 The price of the Goods or Services shall be as set out in this Contract and
shall be fixed and firm for the duration of the Contract
4.2 No variation in price shall apply unless agreed in writing by RNIB’s authorised
representative prior to delivery of Goods or completion of the Services.
4.3 Unless otherwise stated in the Contract, all prices set out in the Contract or
any variation shall be inclusive of all direct and indirect taxes (other than Value
Added Tax itemized on a valid Value Added Tax invoice) and duties, packaging,
shipping, carriage and delivery costs, expenses and other charges relating to the
Goods and Services.
5.
Time
5.1 The Goods shall be delivered not later than the date specified on this
Contract.
5.2 Time of delivery of the Goods and commencement and completion of the
Services is of the essence of the Contract.
6.
Quality of Goods
6.1 The Goods supplied under this Contract shall be to RNIB’s satisfaction and
shall conform in all respects with the particulars of this Contract.
6.2 Specifically, but without limitation, the Goods shall:-
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6.2.1 be fit for any purpose made known to the Supplier expressly or by
implication and in this respect RNIB shall rely on the Supplier’s skill, judgement
and experience;
6.2.2 be of satisfactory quality;
6.2.3 be entirely safe when in use and properly operated. The Goods, whether
supplied or used in connection with a Service must conform to all relevant
British/European/International standards and/or legislation;
6.2.4 be new (unless otherwise specified in the Contract); and
6.2.5 correspond with their description on any samples, patterns, drawings, plans
and specifications.
6.3 The Supplier shall ensure the Goods, at the time of delivery, the duration of
this Contract and for any period after delivery so specified in the Contract meet
the homologation requirements from time to time in force in the UK for all normal
uses of the Goods and any particular uses made known to the Supplier by RNIB
prior to delivery.
6.4 The Supplier shall upon request provide to RNIB a paper copy of any
homologation certificate it holds for the Goods.
7.
Quality of Services
7.1 The Services supplied under this Contract shall be to RNIB’s satisfaction
and shall conform in all respects with the particulars of this Contract.
7.2 Specifically, but without limitation:7.2.1 the Supplier shall at all times perform the Services with all due skill, care
and diligence including, but not limited to, industry best practice and in
accordance with the Supplier’s own established internal procedures;
7.2.2 the Supplier shall at all times make available sufficient personnel and any
named persons in the Contract and all other resources as are required for the
successful and timely completion of the Services;
7.2.3 the Services shall at all times be supplied by appropriately supervised,
experienced, qualified, trained and competent personnel; and
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7.2.4 the decision of RNIB as to whether any person is to be admitted to or is to
be removed from RNIB’s premises or is not to become involved in or is to be
removed from involvement in the performance of the Contract shall be final and
conclusive.
8.
Delivery
8.1 The Supplier must deliver the Goods and Services to places and at the times
described in the Contract or, if not described, as notified by RNIB's authorised
representative from time to time.
8.2 The Supplier shall deliver the Goods and Services in accordance with Clause
19.
8.3 The Supplier shall ensure that any vehicles delivering any Goods or Services
will not reverse out of the Goods Inward Road located at RNIB’s premises at
Bakewell Road, Orton Southgate, Peterborough PE2 6XU, unless the Supplier:
8.3.1 has obtained the prior approval from a member of RNIB's Site Services Staff
and
8.3.2 ensures the reversing is carried out with all due skill care and attention and
the vehicle is escorted at all times whilst in motion by appropriately qualified
personnel.
8.4 If the Supplier fails to comply with Clauses 8.2 and 8.3, then:
8.4.1 RNIB may terminate the Contract under Clause 17; and
8.4.2 the Supplier shall be liable for the full cost of any insurance policy
invalidated, terminated or affected by such failure to comply and indemnify RNIB
against all actions claims proceedings demands damages losses liabilities
(including any settlements) costs (including any legal costs) expenses or
disbursements brought or made against RNIB or incurred by RNIB.
9.
Acceptance, Inspection and Rejection
9.1 RNIB shall inspect the Goods and may, within a reasonable time of delivery,
issue a written notice to the Supplier, rejecting all or part of any Goods which fail
to meet the requirements of this Contract.
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9.2 If the Goods are rejected the Supplier shall remove them at the Supplier’s own
expense within five working days of notification and shall within a reasonable
period, replace the Goods or refund RNIB in respect of the value of the Goods.
9.3 For the avoidance of doubt RNIB’s signature on the Supplier’s delivery note
shall signify delivery rather than inspection and acceptance of the Goods.
10. Property and Risk
10.1 Title in the Goods shall pass to RNIB on delivery or, if earlier, payment.
10.2 Risk in the Goods shall pass to RNIB upon inspection and acceptance of the
Goods.
11. Indemnity and Insurance
11.1 The Supplier shall indemnify RNIB against all losses, damage, injury or
expense, and injury to or death of any person, howsoever caused by or arising
from, either directly or indirectly;
11.1.1 the Goods not being fully in accordance with this Contract; or
11.1.2 any act by the Supplier, the Supplier’s employees, agents or subcontractors.
11.2 The Supplier shall fully indemnify RNIB against any expenses arising from
any alleged or actual infringement of any intellectual proprietary right including
papers, trademarks, copyrights, intellectual or any of the rights howsoever arising
from this Contract.
11.3 The Supplier shall maintain satisfactory insurance cover with a reputable
insurer in respect of all liabilities, both statutory and contractual, arising from this
Contract, to a minimum of £2m or such higher figure as RNIB may specify. The
Supplier shall produce other statutory evidence of such insurance and payment of
the current premium to RNIB on request.
11.4 RNIB, its employees, agents or associated companies shall in no
circumstances whatsoever be liable for any loss of profits or indirect or
consequential loss howsoever arising from this Contract.
11.5 The copyright, database right and all other intellectual property rights in the
Goods and/or Services and any other materials, documentation, computer
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software developed, written, created or prepared by the Supplier in performing this
Contract shall belong to RNIB.
11.6 The Supplier shall provide RNIB with copies of documents, drawings,
computer software and/or anything in its possession or control which is referred to
or relied upon by the Supplier in its supply of Goods and/or Services and the
Supplier shall give RNIB an unlimited licence to copy and use anything so
provided without payment of fee.
11.7 All intellectual property rights developed by the Supplier and used in the
performance of the Contract which do not vest in RNIB under condition 11.5 shall
remain or be vested in the Supplier and RNIB shall have and the Supplier hereby
grants to RNIB a royalty-free, world-wide, perpetual, irrevocable, non-exclusive
licence to use the same
11.8 All intellectual property rights in all documentation and all other items
supplied by the RNIB to the Supplier in connection with the Contract shall remain
the property of RNIB
12. Payment
12.1 Payment for Goods received or Services completed to the satisfaction of
RNIB shall be made on the 28th of the month, following the month of the invoice
(unless otherwise agreed) and is to the receipt of a correct, itemised invoice.
Value Added Tax where applicable will be shown separately on all invoices as a
net extra charge.
12.2 The Supplier’s invoice must quote the full Purchase Order Number and be
addressed as detailed on the front of this Purchase Order.
12.3 RNIB shall not be responsible for any delays in payment arising from failure
to comply with these invoicing instructions.
12.4 Payment by RNIB shall be without prejudice to any rights or remedies
available to it under this Contract, or otherwise, and shall not constitute any
binding admission by RNIB as to the suitability, quantity, quality or fitness for
purpose of Goods received or satisfactory performance and completion of the
Services by the Supplier.
12.5 RNIB shall be entitled to withhold payment for Goods and /or Services
pending receipt and acceptance of the Goods and /or Services.
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13. Recovery of Sums Due
.
13.1RNIB shall be entitled to deduct from any monies due or to become due to the
Supplier any monies owing to RNIB from the Supplier.
14. Publicity
14.1 The Supplier shall not publish or reproduce or arrange press releases or
make public statements in connection with this Contract or make use of the name
of RNIB in any manner without RNIB’s prior written approval.
15. Confidentiality
15.1 The Supplier shall keep confidential all information relating to RNIB,
acquired while supplying the Goods or carrying out the Services for RNIB.
16. Cancellation
16.1 RNIB may cancel the Contract at any time by giving the Supplier 7 day's
written notice. If such notice is given RNIB
16.2 shall indemnify the Supplier against any commitments liabilities or
expenditure unavoidably incurred by the Supplier in respect of this Contract prior
to notification of the break but excluding loss of profit.
17. Termination
17.1 RNIB may immediately terminate this Contract by written notice to the
Supplier if:
17.2 The Supplier is in breach of any of the Conditions of this Contract; or
17.3 The Supplier becomes, or appears to become, insolvent or bankrupt or in
any other way unable to meet its commitments under this or any other Contract; or
17.4 For whatever reason, the Supplier is bringing, or may bring, bad publicity or
disrepute upon RNIB.
17.5 The Supplier shall deliver to RNIB on cancellation and /or upon termination
all materials made or obtained by the Supplier under the Contract.
18. Waiver
18.1 Failure on the part of RNIB at any time to enforce any provision of this
Contract shall in no way affect RNIB’s rights at a later date to require performance
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of the Contract nor shall a waiver of any breach be taken or held to be a waiver of
any subsequent breach of any provision.
19. Health and Safety
19.1 The Supplier shall comply at all times for the requirements of the Health and
Safety at Work Act 1974 and all subsequent amendments thereto, RNIB’s Health
and Safety Guidance Notes and any health and safety or related instructions
which may be issued to the Supplier by RNIB at any time.
20. Assignment and Sub-contacting
20.1 The Supplier is prohibited from transferring, sub-contracting or assigning
directly or indirectly to any person or persons whatsoever any portion of the
Contract without prior written permission from RNIB.
20.2 The granting of any consent to sub-contract shall not relieve the Supplier of
any of its obligations under the Contract.
21. Notices
21.1 All notices and communications require to be sent from the Supplier to RNIB
or from RNIB to the Supplier under this Contract shall be made in writing and sent
by first class mail or by email to the addresses described in the Contract or such
other addresses as notified from time to time. They will be deemed to have
reached the party to whom it is addressed on the second business day following
date of posting.
22. Rights of Third Parties
22.1 The parties hereby declare that no term of the Contract is intended by the
parties to confer a benefit on any third party (as defined by the Contracts (Rights
of Third Parties) Act 1999) nor is intended to be enforceable by any third party.
The provisions of the said Act are hereby excluded.
23. Data Protection
23.1 The Supplier shall comply in all respects with the provisions of the Data
Protection Act 1998 and all subsequent and supporting legislation made pursuant
thereto and will indemnify RNIB against all actions costs expenses claims
proceedings and demands which may be brought or made against RNIB for
breach of statutory duty under the Act which arises from the use disclosure or
transfer of personal data by the Supplier and its agents and/or sub-contractors.
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24. Discrimination
24.1 The Supplier shall not unlawfully discriminate within the meaning and scope
of any law, enactment, order or regulation relating to discrimination (whether in
race, gender, religion, disability, sexual orientation or otherwise) in employment.
24.2 The Supplier shall take all reasonable steps to secure the observance of
Clause 24.1 by all employees, agents or sub-contractors of the Supplier in the
execution of the Contract.
25. Dispute Resolution
25.1 If any dispute arises in connection with this Contract, the parties will attempt
to settle it with the Centre for Effective Dispute Resolution (“CEDR”) Model
Mediation Procedure. Unless otherwise agreed between the parties, the mediator
will be nominated by CEDR.
26 Headings
26.1 The headings to Conditions shall not affect their interpretation.
27 Severability
27.1Any provision of the Contract which is held to be invalid or unenforceable in
any jurisdiction shall be ineffective to the extent of such invalidity or
unenforceability without invalidating or rendering unenforceable the remaining
provisions hereof and any such invalidity or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provisions in any other
jurisdiction.
28 Status
28.1This Contract shall not constitute or imply any partnership, joint venture,
agency, fiduciary relationship or other relationship between the parties other than
the contractual relationship expressly provided for in this Agreement. Neither party
shall have, nor represent that it has, any authority to make any commitments on
the other party's behalf.
29 Governing Law
29.1This Contract shall be governed by and construed in accordance with English
law and the Supplier hereby irrevocably submits to the jurisdiction of the English
Courts.
Version 1.3 March 2009.
ISO Controlled Documentation RES/PUR/REF/002.003
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